Terms of Service
§ 1 Scope
These conditions of sale apply exclusively to entrepreneurs, legal persons under public law or public special funds within the meaning of § 310 paragraph 1 BGB. We only recognize conditions of the customer that conflict with or deviate from our terms of sale if we expressly agree to their validity in writing.
These conditions of sale also apply to all future transactions with the customer, insofar as they are related legal transactions.
In individual cases, individual agreements made with the buyer (including side agreements, additions and changes) take precedence over these sales conditions. Subject to evidence to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.
§ 2 Offer and Conclusion of Contract
If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
§ 3 Documents provided
On all documents provided to the customer in connection with the placing of the order - also in electronic form - such as calculations, drawings etc., we reserve ownership and copyrights. These documents may not be made accessible to third parties, unless we give the customer our express written consent. If we do not accept the customer's offer within the period of § 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
Unless otherwise agreed in writing, our prices apply ex works excluding the respective shipping costs and VAT at the applicable rate.
Payment of the purchase price must only be made to the specified Trend Handels GmbH account.
Unless otherwise agreed, the purchase price is payable by the specific date. Default interest is 8% above the respective base rate p.a. calculated. The assertion of a higher damage caused by default remains reserved.
Unless a fixed price agreement has been made, reasonable price changes due to changes in wages, material and distribution costs for deliveries that are made 3 months or later after conclusion of the contract are reserved.
If the client terminates the contract without reasonable ground (section 649 sentence 1 BGB), he has to pay for the fully executed services. Furthermore, the client is obliged to pay Trend Handels GmbH a lump sum payment in the amount of 10% of the unexecuted part of the order amount as compensation. The assertion of unusually high damage in individual cases by Trend Handels GmbH is not excluded.
§ 5 Right of Retention
The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 6 Delivery Time
The beginning of the delivery time specified by us presupposes the timely and proper fulfillment of the obligations of the customer. The exception of the unfulfilled contract remains reserved.
If the customer defaults on acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage we incur, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchase item passes to the customer at the time that the customer is in default of acceptance or debtor delay.
We are liable in the event of a delay in delivery which we have not caused intentionally or through gross negligence, so the buyer has the right to withdraw from the contract after a reasonable grace period.
In the event of gross negligence, however, the buyer is only entitled to demand compensation for the foreseeable damage at the time the contract was concluded.
Other legal claims and rights of the customer due to a delay in delivery remain unaffected.
§ 7 Passing of Risks on Dispatch
If the goods are sent to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods passes to the customer when the goods are dispatched to the customer, at the latest when they leave the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 8 Retention of Title
We reserve ownership of the delivered goods until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always refer to them expressly. We are entitled to take back the purchased item if the customer behaves contrary to the contract.
The buyer is obliged to treat the goods with care as long as ownership has not yet passed to them. In particular, he is obliged to adequately insure them against theft, fire and water damage at their replacement value at his own expense. If maintenance and inspection work must be carried out, the customer must carry this out in proper time at his own expense. As long as ownership has not yet passed, the customer must notify us immediately in writing if the delivered item is seized or is subject to other third party interventions. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 CCM, the customer is liable for the loss we incurred.
The customer is entitled to resell the reserved goods in normal business transactions. The customer assigns the claims against the purchaser from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser meets his payment obligations from the proceeds received, is not in default of payment and, in particular, there is no application to open insolvency proceedings or payment is suspended.
The use, processing or transformation of the purchased item by the customer is always done in our name and on our behalf. In this case, the purchaser's entitlement to the purchased item continues with the remodeled item. If the object of sale is processed with other objects that do not belong to us, we acquire co-ownership of the new object in the ratio of the objective value of our object of purchase to the other processed objects at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers co-ownership to us on a pro rata basis and the resulting sole or co-ownership is kept for us. To secure our claims against the purchaser, the purchaser also assigns to us claims that accrue to him from a third party through the connection of the goods subject to retention of title with a property; we accept this assignment immediately.
§ 9 Warranty and Notice of Defects as well as Recourse / Manufacturer Redress
Warranty rights of the purchaser require that the purchaser has properly complied with his inspection and notification obligations owed pursuant to Section 377 Code of Commerce.
Claims for defects become statute-barred 12 months after delivery of the goods we have delivered to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence, as well as in the case of injury to life, limb and health, which are based on an intentional or negligent breach of duty by the user. When selling used goods, the warranty period can be completely excluded with the exception of the claims for damages mentioned in sentence 2.
If, despite all the care taken, the goods delivered have a defect that already existed at the time of transfer of risk, we will repair the goods or deliver replacement goods at our discretion, subject to timely notification of the defect. We are always given the opportunity to remedy the defect within a reasonable period. Recourse claims remain unaffected by the above regulation.
If the subsequent performance fails, the customer can - regardless of any claims for damages - withdraw from the contract or reduce the remuneration.
Claims for defects do not exist if there is only an insignificant deviation from the agreed quality, if there is only an insignificant impairment of usability, if there is natural wear and tear or if the damage occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable equipment, defective construction work, incompatible construction work or due to special external influences that are not required by the contract.
Claims by the purchaser due to the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us subsequently go to a different location than the branch where the goods have been brought in.
The purchaser's right of recourse against us only exists insofar as the purchaser has not made any agreements with his customer that go beyond the statutory warranty claims. Paragraph 6 also applies accordingly to the extent of the customer's right of recourse against the supplier.
§ 10 Miscellaneous
This contract and the entire legal relationship of the parties are subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless the order confirmation states otherwise.
All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.